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Maximum Number of Shares Offered subject to adjustment for bonus shares
StartEngine Venture Club Bonus
In addition to the Volume Based Bonus, the Loyalty Bonus and the Reservations Bonus described below under “Perks and Additional Bonus Shares”, certain investors who are members of the StartEngine Venture Club Bonus program (f/k/a StartEngine OWNers Bonus program), who invest in this offering are entitled to 10% Bonus Shares of our Common Stock (effectively a discount on the price paid per share) (the “StartEngine Venture Club Bonus”). For example, anyone who is a member of the StartEngine Venture Club Bonus program will receive 110 shares for every 100 shares they purchase in the offering. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share. The general public can become members of the StartEngine Venture Club Bonus program on StartEngine’s website for $275 per year. Membership will auto renew every year. A member of the program can cancel their renewal at any time. Once the individual cancels, their membership will expire on the next anniversary of their membership. With the StartEngine Venture Club Bonus, the investor will earn 10% bonus shares on all investments they make in participating campaigns on StartEngine. StartEngine Crowdfunding, Inc. will determine whether an investor qualifies as a StartEngine Venture Club member.
Perks and Additional Bonus Shares*
Certain investors in this offering are eligible to receive bonus shares of Common Stock, (“Bonus Shares”) which effectively gives them a discount on their investment. Those investors will receive, as part of their investment, additional shares for their shares purchased (“Bonus Shares”) equal to up to 45% of the shares they purchase, depending upon whether they are a StartEngine Venture Club member and the perks described below. In order to receive volume perks from an investment, one must submit a single investment in the same offering that meets the minimum volume perk requirement. Bonus shares from volume perks will not be granted if an investor submits multiple investments that, when combined, meet the volume perk requirement. All perks occur when the offering is completed.
Loyalty Bonus
If you have previously invested in AtomBeam or were waitlisted in the Company’s prior offering under Regulation CF that ended on December 28, 2023 and the Company was unable to accept your investment, you are eligible for an additional 5% shares in Bonus Shares.
Reservation Bonus
Reservation holders in the Company’s testing the waters page hosted on the StartEngine Crowdfunding platform will receive 5% bonus shares. In order to be eligible for the Reservation Bonus an investor must make indicate their interest in the Company’s offering by making a non-binding “reservation” on the Company’s testing the waters page hosted by StartEngine Crowdfunding. There is no minimum “reservation” amount required to be eligible for the Reservation Bonus and there is no obligation to purchase securities in the offering if a “reservation” is made. Any investor making a non-binding “reservation” will be eligible for the Reservation Bonus for the total number of shares they purchase in the Offering whether more or less than the shares “reserved”.
Volume Perks**
Tier 1
Investors who invest at least $1,000 will receive the following: 2 AtomBeam T-Shirts/Hats.
Tier 2
Investors who invest at least $5,000 will receive the following: 5% Bonus Shares, 2 AtomBeam T-Shirts/Hats.
Tier 3
Investors who invest at least $10,000 will receive the following: 10% Bonus Shares, 2 AtomBeam T-Shirts/Hats.
Tier 4
Investors who invest at least $15,000 will receive the following: 15% Bonus Shares, 2 AtomBeam T-Shirts/Hats.
Tier 5
Investors who invest at least $20,000 will receive the following: 20% Bonus Shares, 2 AtomBeam T-Shirts/Hats.
Tier 6
Investors who invest at least $50,000 will receive the following: 25% Bonus Shares, 2 AtomBeam T-Shirts/Hats.
* All T-shirts and hats will be sent out after the close of the round of investment.
** 1n order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. The amount invested does not include amounts paid directly to StartEngine as part of the 3.5% processing fee. Bonus shares from perks will not be granted if an investor submits multiple investments that, when combined, meet the perk requirement. All perks occur when the offering is completed. Crowdfunding investments made through a self-directed IRA cannot receive perks due to tax laws. The Internal Revenue Service (IRS) prohibits self-dealing transactions in which the investor receives an immediate, personal financial gain on investments owned by their retirement account. As a result, an investor must refuse those perks because they would be receiving a benefit from their IRA account.
Aggregated Bonus Shares
The StartEngine Venture Club Bonus, Loyal Bonus shares Reservation Bonus shares and Volume Based Bonus shares are stacked. Therefore, any investor that satisfies the requirements for any share bonus, will receive the maximum aggregate amount of (a) Venture Club Bonus Shares if they are part of the StartEngine Venture Club Bonus program, (b) Loyalty Bonus shares if they are prior owners and (c) Reservation Bonus shares if they are reservation holders and (d) Amount-Based Bonus Shares for which they qualify. For purposes of clarity and by way of example, if a StartEngine Venture Club who is a previous investor and a reservation holder on the Company’s testing the waters page, invests $50,000 in this offering (not including the StartEngine processing fee), such investor shall receive the StartEngine Venture Club Bonus shares (10%), the Loyalty Bonus (5%), the Reservation Bonus (5%) and the Amount-Based Bonus shares (25%), for an aggregate of 45% Bonus Shares. Investors receiving the 45% bonus will pay an effective price of approximately $5.52 per share before the StartEngine processing fee. The StartEngine processing fee will be assessed on the full share price of $8.00 for the purchased shares, and not any Bonus Shares.
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